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June 7, 2022 at 6 p.m.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Aspo issues EUR 30 million capital securities
Aspo Plc (“Aspo” or the “Company” and together with its subsidiaries “Aspo Group”) issues capital securities in the amount of EUR 30 million (the “Capital Securities”). The Capital Securities bear interest at a fixed interest rate of 8.75 percent until June 14, 2025 (the “Reset Date”), and thereafter, at a floating interest rate. The Capital Securities do not have a specified maturity date, but the Company is entitled to redeem them for the first time on the Reset Date, and thereafter, on each interest payment date. The net proceeds of the issuance will be used for general corporate purposes of Aspo Group. The issue date for the Capital Securities is June 14, 2022.
”I am very pleased with the broad investor demand for the transaction and we thank investors for their trust and appreciation of Aspo. The transaction supports the implementation of Aspo's strategy well”, says Rolf Jansson, CEO of Aspo Group.
The Company is not required to redeem the Capital Securities at any time, and they are not redeemable on demand of the holders of the Capital Securities. Interest accrued on the Capital Securities becomes payable in accordance with terms and conditions of the Capital Securities. The Capital Securities constitute subordinated obligations of the Company and will be treated as equity in the Company’s consolidated financial statements prepared in accordance with IFRS. The Capital Securities do not confer their holder the rights of a shareholder nor do they dilute the holdings of the current shareholders.
Nordea Bank Abp and OP Corporate Bank plc (the “Lead Managers”) act as the Lead Managers of the Capital Securities. Borenius Attorneys Ltd acts as legal advisor in the transaction.
Aspo produces value by owning and developing its businesses responsibly in the long term. The target of the owned businesses is to be the market leaders in their respective fields. The businesses are responsible for their operations, customer relationships and their development, aiming to reach a leading position in sustainability. Aspo supports the success and growth of its businesses through its best capabilities. Aspo Group has business operations in 18 different countries, and it employs approximately 930 professionals.
MiFID II product governance / Retail clients, professional clients and eligible counterparties target market
Solely for the purposes of the product governance requirements set forth in Directive 2014/65/EU (as amended, “MiFID II”) / MiFID II, the target market assessment made by the manufacturers in respect of the Capital Securities has led to the conclusion that: (1) the target market for the Capital Securities is eligible counterparties, professional clients and retail clients, each as defined in MiFID II, who are (a) informed investors, having average knowledge of relevant financial products (an informed investor can make an informed investment decision based on the regulated and authorised offering documentation, together with knowledge and understanding of the specific factors/risks highlighted with them only) or advanced investors having one, or more, of the following characteristics, (i) good knowledge of relevant financial products and transactions or (ii) financial industry experience or accompanied by professional investment advice or included in a discretionary portfolio service, (b) clients that have the ability to bear losses of up to 100 per cent. of the capital invested in the product, and who have a high risk tolerance, financial ability and willingness to put the entire capital invested at risk. Clients investing in the Capital Securities are willing to take more risk than deposit savings and therefore do not need a fully guaranteed income or return profile and (c) clients whose investment objective is to generate growth of the invested capital and have a long-term investment horizon. Furthermore, the manufacturers have made an assessment as to the negative target market and concluded that the negative target market for the Capital Securities is clients that seek full capital protection or full repayment of the amount invested, are fully risk averse/have no risk tolerance or need a fully guaranteed income or fully predictable return profile. The manufacturers have made an assessment as to the distribution strategy for the Capital Securities, and have concluded that; (i) all channels for distribution of the Capital Securities to eligible counterparties and professional clients are appropriate; and (ii) the following channels for distribution of the Capital Securities to retail clients are appropriate: investment advice, portfolio management, and non-advised sales or pure execution services, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending the Capital Securities (a “distributor”) should take into consideration the manufacturers’ target market assessment. However, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Capital Securities (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable.
Offer and Distribution Restrictions
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore and South Africa or any other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute the solicitation of an offer to buy, nor shall there be any sale of, the Capital Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Persons into whose possession this announcement may come are required to inform themselves of and observe all such restrictions. None of Aspo and Lead Managers or their respective representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting Aspo’s securities, including the Capital Securities, are aware of such restrictions.
The Capital Securities have not been and will not be registered under the U.S. Securities Act of 1933 (as amended, the “U.S. Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. The Capital Securities may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons (as such terms are defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
The Capital Securities are not intended to be offered, sold, or otherwise made available to and should not be offered, sold, or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA which were relied on immediately before exit day to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
European Economic Area
This announcement has been prepared on the basis that all offers of the Capital Securities in the European Economic Area (“EEA”) will be made pursuant to an exemption under the Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the “Prospectus Regulation”) from the requirement to produce a prospectus under the Prospectus Regulation for offers of securities, and in particular, any offer of the Capital Securities to retail investors will be made pursuant to the exemption set out in Article 1(4)(d) of the Prospectus Regulation. Accordingly, any person making or intending to make any offer of the Capital Securities within the EEA should only do so in circumstances in which no obligation arises for Aspo or the Lead Managers to publish a prospectus under the Prospectus Regulation for such offer. Neither Aspo nor the Lead Managers have authorised, nor do they authorise, the making of any offer of securities through any financial intermediary.
In relation to each member state of the EEA, an offer to the public of any Capital Securities may not be made in that member state of the EEA, except that an offer of the Capital Securities to the public may be made at any time under the following exemptions from the Prospectus Regulation:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation); or
(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of the Capital Securities shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation by Aspo or the Lead Managers.
For the purposes of herein, the expression an “offer to the public” in relation to any of the Capital Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer of the Capital Securities to be offered so as to enable an investor to decide to purchase any of the Capital Securities.
The Capital Securities are not PRIIPs for the purposes of Regulation ((EU) No 1286/2014) (the “PRIIPs Regulation”) and, accordingly, no key information document pursuant to the PRIIPs Regulation has been or will be made available in respect of the Capital Securities.